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TMI BlogAssessment Order under sub-section (3) of section 396 of the Companies Act, 1956 read with rule 12-A of the Companies(Central Government's) General Rules and Forms,1956 in the matter of proposed amalgamation of National Spot Exchange Limited(dissolved company) with its holding company, Financial Technologies (India) Limited (transfree company)X X X X Extracts X X X X X X X X Extracts X X X X ..... les and Forms, 1956 , the Joint Director (Accounts), that is, the competent authority to assess the compensation for the purpose of sub-section (3) of section 396 of the said Act, payable to a member or creditor, including debenture holder, of the company amalgamating under that section, hereby makes the following order, in respect of the following, namely:- In the matter of: Proposed Amalgamation of National Spot Exchange Limited (dissolved company) with its holding company, Financial Technologies (India) Limited (transferee company), under section 396 of the Companies Act, 1956 (1 of 1956) And In the matter of: Assessment of compensation to members and creditors of National Spot Exchange Limited (dissolved company) in terms o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a debenture holder) of each of the companies before the amalgamation shall have, as nearly as may be, the same interest in or rights against the company resulting from the amalgamation as he had in the company of which he was originally a member or creditor; and to the extent to which the interest or rights of such member or creditor in or against the company resulting from the amalgamation are less than his interest in or rights against the original company, he shall be entitled to compensation which shall be assessed by such authority as may be provided by rules. 4. And whereas, in accordance with the rule 12-A of the Companies (Central Government's) General Rules and Forms, 1956 , the Joint Director (Accounts) (''Compet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng paid-up capital of ₹ 9,21,57,074 divided into 4,60,78,537 equity shares with a face value of ₹ 2 each as on 30th September, 2014 . 9. And whereas NSEL is an unlisted company and has filed its Annual Accounts as at 31st March, 2013 only and the financial data is available only up to this date. However, the management and the auditors have withdrawn reliance on the financials for financial year 2012-13. However, it is noted that as per the filings made by the company with regard to the capital that as on 31st March, 2014 the National Spot Exchange Limited (a subsidiary company of FTIL) is having a paid up share capital of ₹ 45,00,00,000 consisting of 4,50,00,000 equity shares of ₹ 10 each. The details of sharehol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... two hundred eight only). NSEL is an unlisted company and its fair value has been recommended on Net Asset Value Method in the range of ₹ 0 (Zero) to 77 (Rupees seventy seven only) considering four various scenarios of which only two have been recommended by the valuers and also considering the fact that the management of NSEL and auditors have withdrawn reliance on the financials for Financial Year 2012-13. 12. And whereas the independent valuers have arrived at the fair value of NSEL in the range of ₹ 0 (zero) to ₹ 77.40 per share in the following two scenarios, namely:- (a) fair value has been arrived at ₹ 77.40 per share on net asset value method on the basis of audited financial statement for the financial ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) in the FTIL (resulting company) in terms of the final order, the resulting company shall without any further act or deed, issue and allot three fully paid-up equity shares of rupees two each for every eight equity shares of ₹ 10 each held in the dissolved company, holding fully paid up equity shares and whose names appear in the Register of Members of the dissolved company on the record date or to such of their respective heirs, executors, administrator, assignee, or other legal representatives or other successors in title as may be recognised by the Central Government. (a) the above swap exchange ratio at para (i) above is arrived at considering the fair value of NSEL as ₹ 77 per share as per scenario 1 arrived at by the i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion (No. of shares of Transferee Company) National Agricultural Cooperative Marketing Federation of India Ltd. (NAFED) 100 1,000 37.5 Total Share to be issued by FTIL (rounded off) 38 (2) Assessment of compensation to Creditors of NSEL: - As far as the compensation to creditors is concerned, it is provided in sub-clause (1) of Clause 4 of the draft order dated the 21st October, 2014 that, inter-alia, Such transfer and vesting shall subject to all mortgages and charges and hypothecation, guarantees and all rights whatsoever affecting the said properties of National Sp ..... X X X X Extracts X X X X X X X X Extracts X X X X
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